EANS-General Meeting: TUI AG / Announcement convening the general meeting

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Invitation to the 2011 Annual General Meeting

TUI AG
Hannover Congress Centrum
9 February 2011
10.30 a.m.

We hereby invite our shareholders to the 2011 Annual General Meeting
on Wednesday 9 February 2011 at 10.30 a.m. at the Hannover Congress
Centrum, Theodor-Heuss-Platz 1-3, 30175 Hanover.

TUI AG
Berlin/Hanover
Karl-Wiechert-Allee 4
30625 Hanover
Germany

The Company´s share capital is divided into 251,661,225 no-par value
shares carrying the same number of votes.

Securities identification numbers:
Voting and participating shares:

ISIN Code WKN
DE 000 TUA G00 0 TUA G00
DE 000 TUA G8B5 TUA G8B
DE 000 TUA G9B3 TUA G9B

Voting shares:

ISIN Code WKN
DE 000 TUA G13 3 TUA G13

The German version of the invitation to the Annual General Meeting is
legally binding. The Company cannot be held responsible for any
misunderstandings or misinterpretations arising from this
translation.

Agenda of TUI AG`s 2011 Annual General Meeting on 9 February 2011

1. Presentation of the approved annual financial statements for the
2009/10 financial year as at 30 September 2010, the approved
consolidated financial statements, the summarised management report
and consolidated management report with a report explaining the
information in accordance with section 289(4) and section 315(4) HGB
(German Commercial Code), and the Supervisory Board report

In addition, presentation of the approved, corrected consolidated
financial statements and the consolidated management reports for the
2008 financial year as at 31 December 2008 and for the short
financial year 2009 as at 30 September 2009

2. Resolution on the use of the net profit available for distribution
for the 2009/10 financial year The net earnings, and therefore the
net profit available for distribution, are EUR13,625,345.46. The
Executive Board and the Supervisory Board propose carrying forward
the reported net profit to new account.

3. Resolution on the ratification of the actions of the Executive
Board for the 2009/10 financial year The Supervisory Board and the
Executive Board recommend ratification.

4. Resolution on the ratification of the actions of the Supervisory
Board for the 2009/10 financial year The Supervisory Board and the
Executive Board recommend ratification.

5. Resolution on the appointment of the auditor for the 2010/11
financial year Based on the recommendation of the Audit Committee,
the Supervisory Board proposes appointing PricewaterhouseCoopers
Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hanover, as the
auditor for the 2010/11 financial year from 1 October 2010 to 30
September 2011 and also for the review of the half-yearly financial
report for the first half of the 2010/11 financial year.

6. Election of the Supervisory Board The term of office of all
Supervisory Board members will end as of the conclusion of the Annual
General Meeting on 9 February 2011, at which point the new term of
office will begin. This will run up to the conclusion of the fifth
Annual General Meeting following the election, i.e. until 2016.

In accordance with section 11 of the TUI AG Charter in conjunction
with section 96(1) and section 101(1) AktG and section 7(1) of the
Mitbestimmungsgesetz (Codetermination Act), the Supervisory Board
will consist of eight shareholder representatives and eight employee
representatives in the new term of office. The Supervisory Board
members representing shareholders are to be elected by the General
Meeting. The members will be elected on an individual basis in
keeping with section 5.4.3 of the German Corporate Governance Code.
In electing the shareholder representatives the General Meeting is
not bound by election proposals.

The election of the eight Supervisory Board members representing
employees will take place on 13 January 2011.

The Supervisory Board proposes electing the following shareholder
representatives to the Supervisory Board for the new term of office:

Anass Houir Alami
Chief Executive of Caisse de Dépot et de Gestion (CDG), Rabat/Morocco

Prof. Dr Edgar Ernst
Management Consultant, Bonn

Christiane Hölz
Lawyer, Managing director for North Rhine-Westphalia of Deutsche
Schutzvereinigung für Wertpapierbesitz e. V., Düsseldorf

Roberto López Abad
Chief Executive of Caja de Ahorros del Mediterráneo, Alicante/Spain

Prof. Dr Klaus Mangold

Chairman of the Supervisory Board of Rothschild GmbH, Stuttgart

Mikhail Noskov
CFO of Sever Group, Moscow/Russia

Carmen Riu Güell
Co-owner of Riu hotel group, Playa de Palma/Spain

Vladimir Yakushev
Managing Partner of SGCM Ltd., Moscow/Russia

Pursuant to section 8 of the Rules of Procedure for the Supervisory
Board of TUI AG and in conformity with the recommendations of the
German Corporate Governance Code, the Supervisory Board must be
composed such that its members collectively have the knowledge,
skills and professional experience required to properly fulfil their
duties.

This includes, in particular, comprehensive industry expertise,
internationality, diversity and an appropriate participation of
women. In its proposals, the Supervisory Board has been guided by
these criteria. The proposal of two female candidates is to be a
first step in achieving the goal of appropriate participation of
women. In this context, it can to be assumed that an appropriate
number of women will also be elected to the Supervisory Board by the
company`s employees.

Of the candidates for the Supervisory Board, Prof. Dr Edgar Ernst,
among others, is particularly qualified as an independent financial
expert within the meaning of section 100(5) AktG because of his
long-standing professional experience.

The Supervisory Board, in its current composition, considers Prof. Dr
Klaus Mangold a suitable candidate for the office of chairman of the
Supervisory Board because of his long-lasting activity and diverse
experience gained in renowned companies and welcomes his intention to
campaign for this position.

Information on item 6 of the agenda pursuant to section 125(1)
sentence 5 AktG

The candidates proposed for election as members of the Supervisory
Board hold the following memberships in other supervisory boards
required by law and in comparable domestic and foreign boards
companies:

Anass Houir Alami
b)ADER-Fes
Atlanta
Avilmar
Casa Transport
Ciments du Maroc-Italcementi Group Morocco
Club Méditerranée
Fonds d´Equipment Communal
Fonds Igrane
Fonds Marocain de Placement
Holding Al Omrane
Jawharat Chamal
Medi1Sat
MEDITEL
Morrocan Financial Board
Poste Maroc
Resort Co
Sanad

Prof. Dr Edgar Ernst
a)Deutsche Postbank AG
Gildemeister AG
b)Österreichische Post AG

Christiane Hölz
None

Roberto López Abad
b)Afianzamientos de Riesgo EFC, S.A.
Banco Inversis Net, S.A.
Banque Marocaine du Commerce extérieur

EBN Banco De Negocios, S.A.
Gestiòn Tributaria Territorial, S.A.1)
Lico Corporación, S.A.2)

Lico Leasing, S.A. E.F.C.1)
Tinser Cartera S.L.

Prof. Dr Klaus Mangold
a)Continental AG

Metro AG
b)Alstom S. A.
Leipziger Messe GmbH

Rothschild GmbH1)
Universitätsklinikum Freiburg

Mikhail Noskov
b)Severstal
Sveza
National Media Group
Non-state Pension Fund Gazfond
Non-state Pension Fund Stalfond

Carmen Riu Güell
b)Riu Hotels S.A.
RIUSA II S.A.
Productores Hoteleros Reunidos, S.A.

Vladimir Yakushev
b)Centice Corp.
Nano-Optic Devices LLC1)
OJSC Metallurgical
Commercial Bank1)
OOO Innolume1)
OOO Nanooptic Devices1)
OOO Spectralus1)

1)Chairman
2)Deputy chairman
a)Membership in Supervisory Boards required by law
b)Membership in comparable boards of domestic and foreign companies

7. Resolution on the authorisation of the Executive Board to increase
the share capital (authorised capital) with the option to exclude
subscription rights, for example in the event of a utilisation
against contributions in kind, and cancel the authorised capital
pursuant to section 4(8) of the TUI AG Charter (amendment of the
Charter)

An Annual General Meeting resolution of 10 May 2006 (agenda item 8)
authorised the Executive Board, with the consent of the Supervisory
Board, to increase the share capital of the Company by issuing
registered shares with the option to exclude subscription rights,
for example in the event of a utilisation against contributions in
kind (authorised capital in the amount of EUR246,000,000). The
authorisation will no longer be valid after 9 May 2011.

Accordingly, it is proposed that a resolution be passed on the
creation of new authorised capital in the amount of EUR246,000,000 in
order for the Executive Board to continue to have planning security
and to remain in a position to adapt the capital resources of the
Company quickly and flexibly to financial requirements. When
utilising this new authorised capital, shareholders will generally be
granted subscription rights; however, the Executive Board is to be
authorised, with the consent of the Supervisory Board, to exclude the
subscription rights of shareholders for specific purposes. However,
this option is to be limited to a share volume of 20% of the share
capital in total, taking into account all authorisations to exclude
subscription rights.

The Executive Board and the Supervisory Board recommend that the
following resolution be passed:

a) The authorisation by the Annual General Meeting of 10 May 2006 to
increase the share capital of the Company by issuing registered
shares against contributions in kind with the option to exclude
subscription rights will be cancelled, insofar as this authorisation
has not yet been exercised, as soon as the new authorisation takes
effect.

b) The Executive Board is authorised, with the consent of the
Supervisory Board, to increase the Company´s share capital once or
several times until 8 February 2016, including by issuing new
registered shares against contributions in cash or in kind by an
amount not to exceed EUR246,000,000. The shareholders generally are
to be granted subscription rights. The subscription rights may be
granted indirectly in that shares may also be subscribed by one or
more credit institutions or equivalent entities as defined in section
186(5) sentence 1 AktG with the obligation to offer them to the
shareholders for subscription. However, the Executive Board is
authorised, with the consent of the Supervisory Board, to exclude the
subscription rights of shareholders to the extent necessary in order
to grant holders of bonds with warrant or conversion rights or
obligations issued or to be issued by TUI AG or its subsidiaries the
subscription rights they would be entitled to after exercising the
warrant or conversion rights or fulfilling the warrant or conversion
obligations. Furthermore, fractional amounts may be excluded from the
shareholders´ subscription rights. In addition, the Executive Board
may, with the consent of the Supervisory Board, exclude the
subscription rights of shareholders insofar as the capital increase
against contributions in kind is performed in order to acquire
companies, parts of companies, interests in companies or other assets
(including receivables). However, the total portion of the share
capital attributable to new shares for which subscription rights have
been excluded under this authorisation must not - together with the
portion of share capital attributable to treasury shares or new
shares from authorised capital or relating to warrant or conversion
rights or obligations from bonds that were sold or issued after the
beginning of 9 February 2011 subject to an exclusion of subscription
rights - exceed 20% of the share capital. This threshold is to be
calculated on the basis of the amount of share capital existing
either on 9 February 2011, at the time the authorisation is
registered, or at the time the new shares are issued, whichever is
the lowest. Subscription rights will also be deemed excluded if the
sale or issue is effected by applying section 186(3) sentence 4 AktG
directly, analogously or mutatis mutandis. The Executive Board is
also authorised, with the consent of the Supervisory Board, to
determine the further details of the capital increase and its
implementation.

c)New authorised capital of EUR246,000,000 will be created. To this
end, section 4(8) of the Charter will be redrafted as follows:

`The Executive Board is authorised, with the consent of the
Supervisory Board, to increase the Company´s share capital once or
several times until 8 February 2016, including by issuing new
registered shares against contributions in cash or in kind by an
amount not to exceed EUR246,000,000 (in words: EURO two hundred and
forty-six million). The shareholders generally are to be granted
subscription rights. The subscription rights may be granted
indirectly in that shares may also be subscribed by one or several
credit institutions or equivalent entities as defined in section
186(5) sentence 1 AktG with the obligation to offer them to the
shareholders for subscription. However, the Executive Board is
authorised, with the consent of the Supervisory Board, to exclude the
subscription rights of shareholders to the extent necessary in order
to grant holders of bonds with warrant or conversion rights or
obligations issued or to be issued by TUI AG or its subsidiaries the
subscription rights they would be entitled to after exercising the
warrant or conversion rights or fulfilling the warrant or conversion
obligations. Furthermore, fractional amounts may be excluded from the
shareholders´ subscription rights. In addition, the Executive Board
may, with the consent of the Supervisory Board, exclude the
subscription rights of shareholders insofar as the capital increase
against contributions in kind is performed in order to acquire
companies, parts of companies, interests in companies or other assets
(including receivables). However, the total portion of the share
capital attributable to new shares for which subscription rights have
been excluded under this authorisation must not - together with the
portion of share capital attributable to treasury shares or new
shares from authorised capital or relating to warrant or conversion
rights or obligations from bonds that were sold or issued after the
beginning of 9 February 2011 subject to an exclusion of subscription
rights - exceed 20% of the share capital. This threshold is to be
calculated on the basis of the amount of share capital existing
either on 9 February 2011, at the time the authorisation is
registered, or at the time the new shares are issued, whichever is
the lowest. Subscription rights will also be deemed excluded if the
sale or issue is effected by applying section 186(3) sentence 4 AktG
directly, analogously or mutatis mutandis. The Executive Board is
also authorised, with the consent of the Supervisory Board, to
determine the further details of the capital increase and its
implementation.´

The Supervisory Board is authorised to amend section 4(8) of the
Charter to reflect the utilisation of authorised capital from time to
time or following the expiry of the authorisation.

The Executive Board is instructed to apply for the registration of
the cancellation of the existing authorised capital in the commercial
register only together with the application for the registration of
the creation of the new authorised capital in the amount of
EUR246,000,000 and the corresponding amendment to the Charter,
provided that the cancellation of the existing authorised capital in
accordance with section 4(8) of the Charter may only be entered in
the commercial register once it has been ensured that the new
authorised capital will be entered in the commercial register at the
same time or directly afterwards.

8. Resolution on the new authorisation to acquire and use treasury
shares in accordance with section 71(1) no. 8 AktG with potential
exclusion of subscription rights and rights to tender shares and the
possibility to redeem treasury shares while reducing share capital

In order to acquire treasury shares, the Company requires a special
authorisation from the Annual General Meeting, insofar as this is not
expressly permitted by law. Since the authorisation granted by the
Annual General Meeting on 13 May 2009 lapsed on 12 November 2010, it
should be proposed to the Annual General Meeting that it once again
grant the Company an authorisation to acquire treasury shares. The
new authorisation to acquire and use treasury shares should also
authorise the Executive Board to use treasury shares subject to an
exclusion of shareholders´ subscription rights. However, this option
is to be limited to a share volume of 20% of the share capital in
total, taking into account all authorisations to exclude subscription
rights.

The Executive Board and the Supervisory Board thus recommend that the
following resolution be passed:

a)The Executive Board is authorised to acquire treasury shares up to
a maximum of 10% of the share capital existing at the time of this
resolution. The shares acquired, together with other treasury shares
held by the Company or attributable to the Company in accordance with
sections 71a ff. AktG, must at no time exceed 10% of the share
capital. In addition, the requirements of section 71(2) sentences 2
and 3 AktG must be complied with. The authorisation must not be used
for the purpose of trading in treasury shares.

b)The authorisation may be used in whole or in part, once or several
times, and in pursuit of one or several objectives. The acquisition
may be effected by the Company, by dependent companies or companies
that are majority-owned by the Company, or by third parties acting
for their account or for the account of the Company. The
authorisation remains valid up to and including 8 August 2012. The
acquisition will be effected, depending on the preference of the
Executive Board, either on the stock exchange or by means of a public
offer to buy or a public call to shareholders to submit an offer to
sell (together `public acquisition offer´).

• If the shares are acquired on the stock exchange, the share price
paid by the Company (not including incidental acquisition costs) must
not be more than 10% above or below the market price determined
during the opening auction in the Xetra trading system (or a
comparable successor system) at the Frankfurt Stock Exchange on the
respective stock exchange trading day.

• If the shares are acquired by means of a public acquisition offer,
the offer price per share paid by the Company (not including
incidental acquisition costs) must not be more than 10% above or
below the price for the Company´s shares determined during the
closing auction in the Xetra trading system (or a comparable
successor system) at the Frankfurt Stock Exchange on the last stock
exchange trading day before the publication of the acquisition offer.
If, following the announcement of a public offer to buy or a public
call to submit an offer to sell, there are significant variations in
the relevant price, the offer or the call to shareholders to submit
an offer to sell may be adjusted. In this case, the average price
during the three stock market trading days prior to the public
announcement of any such adjustment will be used. If the total number
of shares tendered in response to a public acquisition offer exceeds
the volume of the latter, the acquisition may be effected in
accordance with the ratio of shares tendered (tender ratio); in
addition, preference may be given to accepting small quantities (up
to 50 shares per shareholder) and rounding in accordance with common
business practice allowed in order to avoid fractions of shares. Any
further-reaching tender right on the part of shareholders is excluded
in this context.

c)Company shares that have been acquired on the basis of this
authorisation may be sold over the stock exchange or by offering them
to shareholders in accordance with the principle of equal treatment.
Furthermore, the Executive Board is authorised to use Company shares
that have been acquired on the basis of this authorisation for the
following purposes instead:

• The shares may be redeemed, with the consent of the Supervisory
Board, without such redemption or the execution of such redemption
requiring any further resolution by the General Meeting. They may
also be redeemed without a capital reduction by adjusting the
calculated pro rata amount of the Company's share capital represented
by the remaining shares. The redemption may be restricted to only a
portion of the shares acquired. If redemption takes place without a
capital reduction, the Executive Board is authorised to modify the
number of the shares in the Charter accordingly.

• The shares may, with the consent of the Supervisory Board, also be
sold by means other than a sale on the stock exchange or an offer to
shareholders provided that the shares are sold for cash at a price
that is not significantly below the market price (at the time of the
sale) of shares of the Company that are subject to the same terms. In
this case, the total number of shares to be sold is limited to 10% of
the share capital existing at the time the resolution concerning this
authorisation is passed or - if lower - at the time the authorisation
is exercised. The above authorisation volume of 10% of the share
capital is reduced by the portion of the share capital attributable
to shares or relating to bonds carrying warrant and/or conversion
rights or obligations that were issued or sold after the beginning of
9 February 2011 subject to an exclusion of subscription rights in
accordance with section 186(3) sentence 4 AktG applied directly,
analogously or mutatis mutandis.

• The shares may, with the consent of the Supervisory Board, also be
sold against contributions in kind, in particular in connection with
the acquisition of companies, parts of companies, interests in
companies or other assets (including receivables), and within the
context of mergers.

• The shares may also be used in connection with the exercise of
warrant or conversion rights or for the purpose of fulfilling warrant
or conversion obligations under convertible bonds, bonds with
warrants, profit-sharing rights and/or income bonds (or combinations
of these instruments) issued by the Company or by Group companies and
carrying warrant or conversion rights or obligations.

d) The authorisation under c) bullet points 2 to 4 also relates to
the use of Company shares acquired on the basis of section 71d
sentence 5 AktG.

e) The authorisations under c) may be exercised once or several
times, in full or in part, and individually or together, while the
authorisations under c) bullet points 2 to 4 may additionally be
exercised by dependent companies or companies that are majority-owned
by the Company, or by third parties acting for their account or for
the account of the Company.

f) The subscription rights of shareholders to treasury shares are
excluded insofar as these shares are used in accordance with the
above-mentioned authorisations under c) bullet points 2 to 4. In the
event that the treasury shares are sold by means of an offer to the
shareholders, the Executive Board will be authorised, with the
consent of the Supervisory Board, to exclude the subscription rights
of shareholders for fractional amounts. However, the total portion of
the share capital attributable to treasury shares for which
subscription rights have been excluded under this authorisation or
through the exercise of the authorisations under c) bullet points 2
to 4 must not - together with the portion of share capital
attributable to treasury shares or new shares from authorised capital
or relating to warrant or conversion rights or obligations from bonds
that were sold or issued after the beginning of 9 February 2011
subject to an exclusion of subscription rights - exceed 20% of the
share capital. This threshold is to be calculated on the basis of the
amount of share capital existing at the time the authorisation takes
effect or at the time the treasury shares are sold, whichever is the
lowest. Subscription rights will also be deemed excluded if the sale
or issue is effected by applying section 186(3) sentence 4 AktG
directly, analogously or mutatis mutandis.

Report of the Executive Board to the Annual General Meeting on the
exclusion of subscription rights pursuant to sections 186(4) sentence
2, 203(2) sentence 2 and 71(1) no. 8 sentence 5 AktG, as provided for
in agenda items 7 and 8.

Regarding the basic relationship between the existing authorisations
to exclude subscription rights and the new authorisations proposed in
agenda items 7 (authorised capital) and 8 (acquisition and use of
treasury shares)

Whenever the authorisations for carrying out capital measures
contained in agenda items 7 and 8 are exercised, shareholders should
as a rule be granted subscription rights; however, there should also
be a possibility for shares to be issued or sold for specific
purposes subject to an exclusion of subscription rights. However,
this option is to be limited to a share volume of 20% of the share
capital in total, taking into account all existing and new
authorisations to exclude subscription rights for shares and bonds.
The amount of share capital relevant for the calculation of this
threshold is to be the following:

• in the event of an exercise of the authorisation pursuant to agenda
item 7: the share capital existing either on 9 February 2011, at the
time the authorisation is registered, or at the time the new shares
are issued from authorised capital, and

• in the event of an exercise of the authorisation pursuant to agenda
item 8: the share capital existing either at the time the
authorisation pursuant to agenda item 8 takes effect, or at the time
the authorisation to sell treasury shares is exercised, whichever is
the lowest. In order to protect the shareholders` interests, the
lowest of the share capital amounts specified above is to be applied.
Subscription rights will also be deemed excluded if the sale or issue
is effected by applying section 186(3) sentence 4 AktG directly,
analogously or mutatis mutandis.

Regarding the relationship between existing authorisations to exclude
subscription rights in accordance with section 186(3) sentence 4 AktG
and the new authorisation proposed in agenda item 8 (acquisition and
use of treasury shares)

The authorisation proposed in agenda item 8 inter alia provides for
an option to sell acquired treasury in accordance with the provisions
of section 186(3) sentence 4 AktG and to exclude the shareholders`
subscription rights in this context, provided that these shares are
issued or sold at a price near to the stock exchange price or market
value and that the relevant statutory limit for such a `simplified´
exclusion of subscription rights of 10% of the share capital in total
is not exceeded.

The Executive Board will, with the consent of the Supervisory Board,
exercise any such authorisation based on an application of section
186(3) sentence 4 AktG only in such a manner as to ensure that,
overall, the limit specified in section 186(3) sentence 4 AktG of 10%
of the share capital existing at the time the resolutions regarding
the authorisations are adopted by the General Meeting is not exceeded
at any time during the term of the respective authorisation until
such time as it is exercised. If the share capital at the time the
respective authorisation is exercised is less than that at the time
the resolutions were adopted, the lower share capital amount will
apply.

Irrespective of whether the authorisations providing for an option to
exclude subscription rights are exercised separately or cumulatively,
the limit of 10% of the share capital must not be exceeded in
aggregate when excluding subscription rights pursuant to the rules
set out in section 186(3) sentence 4 AktG. The sole purpose of the
proposed and existing authorisations offering the option to exclude
subscription rights pursuant to section 186(3) sentence 4 AktG is to
provide the Executive Board with the possibility to use the
instrument that is most suitable in a specific situation - taking
into consideration the interests of the shareholders and the Company
- but not to make multiple use of the various possibilities for a
simplified exclusion of subscription rights provided in the proposed
authorisations, thereby excluding the shareholders` subscription
rights above and beyond the limit of 10% of the share capital
specified in section 186(3) sentence 4 AktG.

Re. agenda item 7 (authorised capital of EUR246,000,000)

The new authorised capital of EUR246,000,000 is proposed so that TUI
will also in the future be in a position to bring its capital
resources in line with its commercial requirements at any time. The
Executive Board sees it as its duty to ensure that the Company -
regardless of specific plans for exercising such authorisation -
always has suitable instruments available for the purposes of raising
capital. As decisions concerned with meeting capital requirements
must generally be taken quickly, it is important that the Company
should not be forced to wait for the next Annual General Meeting to
take the relevant steps. German legislation has responded to this
requirement by offering the instrument of `authorised capital´.
Authorised capital is most commonly used to strengthen a company´s
equity base or to finance the acquisition of interests in companies.

When authorised capital is utilised by means of capital increases
against contributions in cash, shareholders generally have a
subscription right. The subscription rights may be granted indirectly
in that shares may also be subscribed by one or more credit
institutions or equivalent entities as defined in section 186(5)
sentence 1 AktG with the obligation to offer them to the shareholders
for subscription. However, the Executive Board is to be authorised to
exclude, with the consent of the Supervisory Board, the shareholders´
statutory subscription rights in certain cases when issuing new
shares. Nonetheless, the option to exclude subscription rights is to
be limited to new shares representing a total of 20% of the current
share capital. A suitable clause should also be introduced to ensure,
in the interests of shareholders, that the option to exclude
subscription rights is limited to a total of 20% of the share
capital, taking into account all further authorisations to exclude
subscription rights. This threshold is to be calculated on the basis
of the amount of share capital existing either on 9 February 2011, at
the time the authorisation is registered, or at the time the new
shares are issued, whichever is the lowest. Subscription rights will
also be deemed excluded if the sale or issue is effected by applying
section 186(3) sentence 4 AktG directly, analogously or mutatis
mutandis.

It should be possible to exclude subscription rights insofar as this
is necessary in order to grant holders of existing and future bonds
with warrant and/or conversion rights or obligations subscription
rights to new shares where the terms of the bonds so provide. Such
bonds are generally protected against dilution in that their holders
may, in the context of subsequent share issues with shareholders´
subscription rights, be granted the subscription rights to new shares
they would be entitled to after exercising the warrant or conversion
rights or fulfilling the warrant or conversion obligations, instead
of being offered a reduction of the warrant or conversion price. The
authorisation gives the Executive Board the possibility to choose
between these two alternatives, after a careful consideration of
interests, when utilising the authorised capital in accordance with
section 4(8) of the Charter. The holders of such bonds are thus
treated as if they had already exercised their warrant or conversion
rights or fulfilled their warrant or conversion obligations. This has
the advantage of allowing the Company to secure a higher issue price
for the shares to be issued upon a conversion or the exercise of a
bond, which would not be the case if the protection against dilution
was realised by reducing the warrant or conversion price.

The Executive Board is also to be authorised, with the consent of the
Supervisory Board, to exclude the shareholders´ subscription rights
in respect of fractions. This allows the authorisation to be
exercised using round figures, thereby making an issue easier to
handle. The new shares that are excluded from the shareholders´
subscription rights as `unallotted fractions´ will be utilised on the
best possible terms for the Company either through a sale on the
stock exchange or in another way.

It is also to be possible, with the consent of the Supervisory Board,
for shareholders´ subscription rights to be excluded in the case of
capital increases against contributions in kind. In this case, the
Executive Board will make use of the authorisation to exclude
shareholders´ subscription rights only up to a maximum of 20% of the
share capital. This threshold will be calculated on the basis of the
amount of share capital existing either on 9 February 2011, at the
time the authorisation is registered, or at the time the new shares
are issued, whichever is the lowest. This allows the Executive Board
to use Company shares in suitable individual cases to acquire
companies, parts of companies, interests in companies or other assets
(such as hotels, ships or aircraft, or receivables). In some cases,
shares rather than cash payments are required as consideration for
takeovers. The possibility to offer Company shares as consideration
thus creates an advantage for the Company in the competition for
attractive acquisition targets, and also creates the necessary leeway
permitting the Company to take advantage of opportunities that arise
with regard to acquiring companies, parts of companies, interests in
companies or other assets in such a way as to protect its liquidity.
Offering shares can also make sense from the point of view of
ensuring an optimum financing structure. The Company does not suffer
any disadvantage, as the issue of shares against contributions in
kind requires that the value of the contribution in kind be in
reasonable proportion to the value of the shares.

The Executive Board is also to be authorised to make use of this
authorised capital in cases where the Company, for instance, having
initially committed to paying for an acquisition in cash, then fully
or partially grants Company shares, rather than making the relevant
cash payment, to the holders of such (certificated or uncertificated)
monetary claims. This gives the Company additional flexibility.

It should also be possible to utilise this authorised capital -
subject to an exclusion of subscription rights - to fulfil warrant or
conversion rights or to fulfil conversion obligations under bonds for
which the subscribers made contributions in kind rather than in cash.
In this way, bonds carrying warrant and/or conversion rights or
obligations can be used as currency for the acquisition of companies,
parts of companies, interests in companies or other assets, thereby
increasing the chances of securing attractive acquisition
opportunities.

In each individual case, the Executive Board will examine carefully
whether it will make use of the authorisation to increase capital
subject to an exclusion of shareholders´ subscription rights. The
Executive Board will only do this if both its members and those of
the Supervisory Board consider this to be in the interests of the
Company and thus of its shareholders.

The Executive Board will report to the General Meeting on any
specific exercise of the proposed authorisation.

Re. agenda item 8 (authorisation to acquire and use treasury shares)

The proposal in agenda item 8 concerns an authorisation, restricted
to a period of 18 months, to acquire treasury shares in accordance
with section 71(1) no. 8 AktG representing up to 10% of the share
capital.

In the Annual General Meeting on 13 May 2009, TUI AG passed an
authorisation resolution for the acquisition of treasury shares that
was limited to a term ending on 12 November 2010.

Under the new authorisation, the Company, in addition to being able
to acquire treasury shares on the stock exchange, should also be able
to acquire treasury shares by means of a public offer to buy or a
public call to submit an offer to sell. The principle of equal
treatment, as specified in German stock corporation law, must be
observed regardless of the way in which the acquisition is effected.
In the case of a public offer to buy or a public call to submit an
offer to sell, shareholders can decide how many shares they would
like to offer to the Company and - where a price range is specified -
at what price. In the event that the volume offered at the specified
price exceeds the number of shares the Company wishes to acquire, it
is to be possible for the acquisition to be effected in accordance
with the ratio of shares tendered (tender ratio). Only where an
acquisition is made according to tender ratios rather than
participation ratios will it be possible to handle the acquisition
process effectively in technical terms. It should also be possible
for preference to be given to accepting small offers or small parts
of offers up to a maximum of 50 shares per shareholder. This makes it
possible to avoid small, generally uneconomical residual amounts,
thereby preventing the risk of small shareholders being put at a de
facto disadvantage. It also serves to simplify the technical handling
of the acquisition process. It should be possible, in all cases, to
permit rounding in accordance with common business practice in order
to avoid fractions of shares. This also serves to simplify the
technical handling in that it allows to ensure that only whole shares
are acquired. In all of these cases, the exclusion of any
further-reaching tender rights of the shareholders is necessary, and
is considered by the Executive Board and the Supervisory Board to be
justified and appropriate vis-à-vis the shareholders. The purchase
price or the upper and lower limits of the purchase price range
offered for each share (not including incidental acquisition costs)
must not be more than 10% above or below the price for the Company´s
shares determined during the closing auction in the Xetra trading
system (or a comparable successor system) at the Frankfurt Stock
Exchange on the last trading day before the publication of the
acquisition offer. If, following the announcement of a public offer
to buy or a public call to submit an offer to sell, there are
significant variations in the relevant price, the offer or the call
to submit an offer to sell may be adjusted. In this case, the average
price during the three stock market trading days prior to the public
announcement of any such adjustment will be used.

The authorisation may be used in whole or in part, once or several
times, and in pursuit of one or several objectives. The acquisition
may be effected by the Company, by dependent companies or companies
that are majority-owned by the Company, or by third parties acting
for their account or for the account of the Company. The treasury
shares acquired may be sold on the stock exchange. In this case,
shareholders have no subscription rights. In accordance with section
71(1) no. 8 sentence 4 AktG, the sale of treasury shares on the stock
exchange - as well as the acquisition of shares on the stock exchange
- complies with the principle of equal treatment as defined in
section 53a AktG. However, the acquired treasury shares may also be
sold by way of an offer to shareholders in compliance with the
principle of equal treatment. Furthermore, the Executive Board is
authorised to sell the acquired treasury shares in another way or to
redeem them. In detail:

The proposed resolution authorises the Executive Board to sell the
acquired treasury shares, subject to the consent of the Supervisory
Board, for cash by means other than a sale on the stock exchange or
an offer to shareholders. For this to take place, the shares must be
sold at a price that is not significantly below the exchange price
(at the time of the sale) of shares of the Company that are subject
to the same terms. This authorisation makes use of the possibility
for a simplified exclusion of subscription rights permitted under
section 71(1) no. 8 sentence 5 AktG and section 186(3) sentence 4
AktG, applied analogously. The need to protect shareholders against
dilution is accounted for by the fact that the shares may only be
sold at a price that is not significantly below the relevant exchange
price. The sales price for the treasury shares will be finally
determined shortly before the sale takes place. The Executive Board
will set any discount from the exchange price as low as possible,
taking into account the market conditions at the time of placement.
The discount from the exchange price at the time this authorisation
is exercised is not expected to be more than 3% and will definitely
not be more than 5% of the current exchange price. The authorisation
is valid provided that the shares sold subject to an exclusion of
subscription rights pursuant to section 186(3) sentence 4 AktG in
aggregate do not exceed 10% of the share capital, either at the time
the resolution on this authorisation is passed or at the time this
authorisation is exercised. If the share capital at the time the
authorisation is exercised is less than on 9 February 2011, the lower
share capital amount shall apply. This authorisation should only be
exercised such that the limit of 10% of the share capital specified
in section 186(3) sentence 4 AktG is not exceeded in aggregate, i.e.
including any exercise of other authorisations to exclude
subscription rights in accordance with section 186(3) sentence 4
AktG. Shareholders generally have the possibility to maintain their
stake by purchasing TUI shares on the stock exchange. This option to
exclude subscription rights helps the Company to secure the best
possible price when selling treasury shares. It enables the Company
to take advantage of any opportunities offered by the relevant stock
exchange conditions quickly, flexibly and cost-effectively. The sale
proceeds that can be achieved by setting a near-market price
generally result in a substantially higher cash inflow per share sold
than in the case of a share placement with subscription rights.
Furthermore, by forgoing the lengthy and expensive subscription
rights process, capital requirements can be met quickly by utilising
market opportunities that arise in the short term. Although section
186(2) sentence 2 AktG allows the purchase price to be published
three days before the expiry of the subscription period at the
latest, the volatility of the stock markets means that a market risk
- namely a price-change risk - nonetheless exists for a period of
several days, resulting in the possibility of haircuts during the
determination of the sales price, and thus in terms that are not
near-market. In addition, if subscription rights are granted, the
Company is unable to react quickly to favourable market conditions
owing to the length of the subscription period. Although the above
purpose is also served by the authorised capital in accordance with
section 4(5) of the Charter, the Company should also be given the
option, in suitable cases, to achieve this purpose after a repurchase
of treasury shares even without increasing its capital, which is a
time-consuming and often expensive process owing to the commercial
register entry requirement.

Treasury shares may, with the consent of the Supervisory Board, also
be sold against contributions in kind subject to an exclusion of
shareholders´ subscription rights. The proposed authorisation is to
place the Company in a position to offer treasury shares directly or
indirectly as consideration in connection with mergers or
acquisitions of companies, parts of companies, interests in companies
or other assets (e.g. hotels, ships or aircraft, or receivables). As
the Company is exposed to national and global competition, it must be
in a position to act quickly and flexibly on the national and
international markets at all times. This also includes the
possibility to improve its competitive position by merging with other
companies or by acquiring companies, parts of companies, interests in
companies or other assets. The ideal way to implement this
possibility is to carry out a merger or acquisition in such a way
that shares in the acquiring company are granted. Practical
experience also shows that, on both national and international
markets, shares in the acquiring company are often demanded in return
for attractive acquisition targets. In addition, it can be more
advantageous to deliver treasury shares than to sell these shares in
order to generate the funds required for an acquisition, as selling
shares can have the effect of pushing down prices. The authorisation
proposed here is to create the necessary leeway permitting the
Company to quickly and flexibly take advantage of opportunities in
terms of mergers or acquisitions of companies, parts of companies,
interests in companies or other assets that may arise both locally
and on international markets. For this to be possible, the proposed
exclusion of subscription rights is essential. By contrast, if
subscription rights are granted, it is not possible to deliver
treasury shares as consideration for a merger with other companies or
for the acquisition of companies, parts of companies or interests in
companies so that the Company would have to forgo the related
benefits. Although the above purposes are also served by the existing
authorised capital pursuant to section 4(5) of the Charter, the
Company is also to be given the option to achieve these purposes in
suitable cases after a repurchase of treasury shares even without
increasing its capital, which is a time-consuming and often expensive
process owing to the commercial register entry requirement. At
present, there are no specific plans to exercise this authorisation.
Should possibilities to merge with other companies or to acquire
companies, parts of companies or interests in companies arise, the
Executive Board will examine carefully whether or not to make use of
the option to grant treasury shares. The Executive Board will only do
this if it firmly believes that the delivery of TUI shares as
consideration for a merger or the acquisition of a company, part of a
company or interests in a company is in the interest of the Company.
In defining the valuation ratios, the Executive Board will ensure
that the interests of the shareholders are suitably accommodated.
When assessing the value of the shares granted as compensation, the
Executive Board will base its decision-making on the exchange price
of the TUI share. A formal link to an exchange price is not intended,
largely in order to prevent the results of negotiations being put in
question by variations in the exchange price. The Executive Board
will report on the details of the exercise of this authorisation at
the General Meeting following any merger or acquisition in return for
which TUI AG shares were delivered.

A suitable clause is to be introduced to ensure, in the interests of
the shareholders, that the possibility to utilise treasury shares
subject to an exclusion of subscription rights is limited to a total
of 20% of the share capital, taking into account all further
authorisations to exclude subscription rights.

The authorisation furthermore allows that treasury shares be used,
subject to an exclusion of shareholders´ subscription rights, in
order to fulfil conversion or subscription rights of holders of
convertible bonds, bonds with warrants, profit-sharing rights and/or
income bonds (or combinations of these instruments) issued by the
Company or other Group companies and carrying warrant or conversion
rights or obligations. It can make sense to use treasury shares
instead of new shares from a capital increase, either solely or
partially, in order to fulfil conversion rights because this is a
suitable means of countering a dilution of shareholders` capital
holdings and voting rights, which can occur to a certain extent if
these rights are fulfilled by delivering newly created shares. The
above utilisation options may be used not only in respect of shares
that were acquired on the basis of this authorisation resolution.
Rather, the authorisation also covers shares acquired pursuant to
section 71d sentence 5 AktG. Using these treasury shares in the same
way as the shares acquired on the basis of the authorisation
resolution is advantageous and can create additional flexibility.
Furthermore, it is intended that the aforementioned utilisation
options should be available not only to the Company itself but also
to dependent companies or companies that are majority-owned by the
Company, or to third parties acting for their account or for the
account of the Company.

According to the proposal, the treasury shares acquired on the basis
of this authorisation resolution may also be redeemed by the Company,
with the consent of the Supervisory Board, without a new resolution
by the General Meeting being required. According to section 237(3)
no. 3 AktG, the Company´s General Meeting may decide to redeem its
fully paid-in shares without a reduction in the company´s share
capital being required. In addition to a redemption of shares with a
capital reduction, the proposed authorisation expressly provides for
this alternative, although this too is intended to no longer require
a new resolution by the General Meeting. If treasury shares are
redeemed without a capital reduction, the calculated pro-rata share
in the Company`s share capital represented by the remaining
registered shares automatically increases. The Executive Board
therefore is also to be authorised to make the necessary amendment to
the Charter with regard to the change in the number of shares that
will result from any redemption.

Finally, the Executive Board is to be authorised, with the consent of
the Supervisory Board, to exclude the subscription rights of
shareholders for fractional amounts if the treasury shares are sold
by offering them to shareholders. The exclusion of subscription
rights for fractional amounts serves to achieve a technically
feasible subscription ratio. The shares that are excluded from the
shareholders´ subscription rights as unallotted fractions will be
utilised on the best possible terms for the Company by selling them
on the stock exchange or in another way. Due to the restriction to
fractional amounts, the possible dilutive effect will be small.

Having given due consideration to all the above factors, the
Executive Board and the Supervisory Board consider it justified and
appropriate vis-à-vis the shareholders to exclude the subscription
rights in those cases for the stated reasons, also taking into
account the possible dilutive effects suffered by shareholders.

If this authorisation is exercised, the Executive Board will notify
the next General Meeting accordingly.

Participation in the Annual General Meeting
Registration

Pursuant to article 21 of the Charter, all shareholders of the
company who are entered in the share register of the company on the
day of the Annual General Meeting and in respect of whose
shareholdings the shareholders themselves or their proxies have
registered for attendance by the end of the registration period
(midnight on 2 February 2011) are entitled to participate in and vote
at the Annual General Meeting. Pursuant to article 21(2) of the
Charter no entries shall be made in the share register on the day of
the Annual General Meeting and the six days prior to it.

We will write to all shareholders who are entered in the share
register on or before 25 January 2011 and such shareholders may then
register in the following ways:

in writing to the postal address
TUI Aktionärsservice
AGM 2011
Max-Planck-Straße 9a
61334 Friedrichsdorf
Germany

by fax to
+49 (0) 69 91 33 91 17

electronically at the Internet address (from 18 January 2011)
www.tui-group.com/en/ir
via the link `AGM`

Shareholders of TUI AG will again have the option this year to
register themselves or a proxy and order admission tickets for the
Annual General Meeting or give authorisation and instructions to
company-appointed proxies electronically via the Internet. This
service will be available from 18 January 2011 at
www.tui-group.com/en/ir via the link `AGM`. The shareholder number
and individual access number required for access to the personal
Internet service are printed on the reverse of the above-mentioned
personal letter.

Shareholders whose registration is received by the company by
midnight on 2 February 2011 may give authorisation and instructions
to company-appointed proxies as well as change the instructions or
revoke the authorisation using the addresses listed above by midnight
on 8 February 2011. This also applies to authorisations and
instructions that were given to company-appointed proxies before 18
January 2011.

Admission tickets can be ordered until midnight on 2 February 2011 at
the latest. Shareholders who are not entered in the share register by
25 January 2011, but are entered by 2 February 2011 at the latest,
can only order admission tickets in writing or by fax from the
above-mentioned postal address or fax number (such orders must be
received by no later than midnight on 2 February 2011).

Advice on voting by proxy

Shareholders who are entered in the share register and register for
the Annual General Meeting in time have the option to have their vote
at the Annual General Meeting exercised by a credit institution, a
shareholder association, the proxies appointed by the company or
another proxy of their choice.

The granting of the authorisation, its revocation and the proof of
authorisation to the company must be made in text form. Authorisation
forms can be found in the personal invitation and at
www.tui-group.com/en/ir via the link `AGM´.

If shareholders´ proxies are required to prove their authorisation to
the company, i.e. if they do not fall under the exception that
applies to credit institutions, commercial agents and shareholders´
associations pursuant to section 135 AktG, the proof of the
appointment of a proxy may also be supplied by sending an e-mail to
tui.hv@rsgmbh.com. As well as a copy of the authorisation itself or
the confirmation that the authorisation has been granted, the e-mail
must also include at least the name, the date of birth and the
address of the shareholder, the number of shares being represented
and the name and place of residence of the proxy.

The special regulations in section 135 AktG apply to the
authorisation of and exercise of voting rights by credit
institutions, shareholders´ associations and equivalent persons or
entities. The following special provisions apply to the authorisation
of the proxies appointed by the company.

TUI AG shareholders have the option of having their voting rights
represented at the Annual General Meeting by employees of the company
who are bound to comply with instructions. The authorisation and
instructions to company-appointed proxies can be issued in writing
using the response form that is part of the personal invitation, by
fax or via the Internet using the addresses/fax number given.

The proxies are obliged to vote in accordance with the instructions
issued. Without instructions the authorisation is invalid and the
voting right will not be exercised. If instructions are not clear,
the proxies will abstain from voting on the corresponding points of
the agenda. This always applies in the case of unforeseen motions.

On receipt of a personal invitation the shareholders receive the
corresponding form to issue authorisation and instructions.

Advice on counter-motions and nominations pursuant to sections 126
and 127 AktG Counter-motions relating to proposals made by the
Executive Board and the Supervisory Board on a particular point of
the agenda and proposals for the election of Supervisory Board
members and the appointment of the auditor may be addressed to:

TUI AG
Gesamtvorstandssekretariat
Karl-Wiechert-Allee 4
30625 Hanover
Germany
Fax: +49 (0) 511 5 66-19 96
E-mail: gegenantraege.hv@tui.com

Any motions and nominations sent to any other address will not be
published pursuant to sections 126 and 127 AktG. We shall publish any
motions and nominations received from shareholders by midnight on
Tuesday, 25 January 2011 at the latest - provided they have to be
published - including the name of the shareholder, the grounds cited
(only required in the case of counter-motions) and any statement by
the management at www.tui-group.com/en/ir via the link `AGM´.

Advice on supplementary motions pursuant to section 122(2) AktG
Shareholders whose combined stakes total a pro rata amount of
EUR500,000 of the company´s share capital may request that items are
placed on the agenda and published as stated under section 122(1)
AktG. Each new item must be accompanied by a statement of reasons or
a proposed resolution. The request for an addition to the agenda must
be received by the company in writing by no later than midnight on
Sunday, 9 January 2011. The applicants must prove that they have been
shareholders of the company for at least three months before the day
on which the company received the request and that they will hold the
shares until a decision has been made on the request for a
supplementary motion. If the request is denied, applicants may have
recourse to the courts pursuant to section 122(3) AktG.

Advice on the shareholders´ right to information Pursuant to section
131 AktG each shareholder shall on request be given information by
the Executive Board in the Annual General Meeting about the company´s
affairs, insofar as is necessary for the proper assessment of an item

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